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IMEXHS LIMITED — Capital/Financing Update 2011
Sep 8, 2011
65120_rns_2011-09-08_81338661-de91-4736-b537-1787080628d5.pdf
Capital/Financing Update
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9 September 2011
Company Announcements Office Australian Securities Exchange Level 4 Exchange Centre 20 Bridge Street Sydney NSW 2000
SWW Energy Limited Announces Share Purchase Plan
Highlights:
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SWW Energy Limited (SWW) to proceed with Share Purchase Plan to allow all shareholders to subscribe for up to an additional $15,000 worth of shares at an issue price of $0.019 per share
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The issue price of the shares under the Share Purchase Plan represents a discount of 14.41% to the average closing market price over the 5 days prior to this announcement ($0.022)
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Funds raised from the Share Purchase Plan will be used for project identification and investment acquisition opportunities
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The Share Purchase Plan represents an outstanding opportunity for shareholders to “top up” their shareholding and participate in the future endeavours of the Company
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Pursuant to the sale of unmarketable parcels facility that the Company has established, the Share Purchase Plan offers those minority shareholders the opportunity to increase their shareholding to a marketable parcel
Invitation to Participate in Shareholder Share Purchase Plan
The Board of Directors of SWW Energy Limited ( SWW or the Company ) has approved the introduction of the SWW Shareholder Share Purchase Plan ( Plan ) to raise funds to meet its working capital requirements and allow the Company to assess acquisition and investment opportunities both within the biofuel and biodiesel sectors and in other sectors.
The Plan also presents an outstanding opportunity for shareholders to “top up” their shareholding and participate in the future endeavours of the Company.
SWW Energy Limited Level 8, 225 St Georges Terrace Perth WA 6000
P: +61 8 9486 4036 F: +61 9486 4799
In addition, pursuant to the sale of unmarketable parcels facility that the Company has established, the Share Purchase Plan offers those minority shareholders the opportunity to increase their shareholding to a marketable parcel. Alternatively, those holders of an unmarketable parcel of shares can elect to have their holdings sold to a third party.
Shareholders Eligible to Participate in the Plan
The right to participate in the Plan is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of SWW ( Shares ) at 5pm (WST) on the Record Date of 8 September 2011 and whose registered address is in Australia ( Eligible Shareholders ).
Share Purchase Plan
The Board is pleased to offer to all Eligible Shareholders an opportunity to participate in the Plan. Details of the offer will be set out in a prospectus that will be sent to Eligible Shareholders in the near future.
The Plan will entitle Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to 789,474 Shares, being an investment of $15,000 at an issue price of 1.9 cents per share (the Offer ). In determining the issue price of the shares, the Directors elected to proceed with a price that is in line with the Unmarketable Share Sale Facility floor price.
The average trading price of the Shares on the Australian Securities Exchange ( ASX ) during the 5 trading days in which sales were recorded immediately prior to the announcement date of this Offer was 2.2 cents.
Intention of Share Purchase Plan
The Share Purchase Plan presents shareholders with the opportunity to increase their current shareholding in the Company and to participate in the future endeavours of the Company. In addition, pursuant to the sale of unmarketable parcels facility that the Company has established, the Share Purchase Plan offers those minority shareholders the opportunity to increase their shareholding to a marketable parcel. The Company believes that this will assist in organising the share register of the Company providing minority members the opportunity to “top up” their holdings whilst offering those minority members the opportunity to realise the value of their unmarketable parcel via the sale facility that has been established.
Use of Funds
Details of the Company’s current activities are set out in the announcements made by SWW to the ASX and are available from the ASX.
SWW is currently conducting a review of the existing business operations which are based on the technology and license agreement executed with White Mountain. In addition to the TDPTM Thermodepolymerisation Technology, this includes the Shallow Water Reactor Process, the Frac Water Technology, and the Solar Cracking Technology. The TDP[TM] Thermodepolymerisation Technology will
SWW Energy Limited Level 8, 225 St Georges Terrace Perth WA 6000
P: +61 8 9486 4036 F: +61 9486 4799
underpin the continued operations of the Company as SWW undertakes a restructured business plan designed to mitigate the need for extensive capital investments whilst maintaining the same business operations.
The board of SWW intends to further evaluate and develop the renewable fuel business via the use of the TDPTM Thermodepolymerisation Technology. On 1 December 2010, White Mountain and the Company signed an agreement allowing SWW the right to access the excess capacity at a renewable fuel plant located in Nevada (North Las Vegas) operated by experts engaged by White Mountain for the production of biofuel using feedstock supplied by SWW.
SWW’s plans are to expand its current operations into new sectors which provide a degree of organic growth for the Company targeting areas that have previously been overlooked by the Company, such as the mining industry.
Subscription and Application Procedure
Due to the fact that the Company is currently unable to rely on ASIC Class Order disclosure relief, a prospectus has been prepared for the Plan. A copy of this Prospectus will be despatched to shareholders shortly.
If you would like to participate in the Offer, you will be required to return your completed Entitlement and Acceptance Form that will accompany the prospectus and otherwise comply with the application procedure outlined in the prospectus.
Please note the maximum investment per Eligible Shareholder is 789,474 Shares, being an investment of $15,000 at 1.9 cents per Share, and the minimum investment per Eligible Shareholder is 263,158 Shares, being an investment of $5,000 at 1.9 cents per Share.
The maximum investment any shareholder may apply for will remain at 789,474 Shares even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding).
Additional Information and Important Dates
The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over $15,000. Shares allotted under the Plan will be issued no later than 5 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.
The maximum number of Shares that may be issued pursuant to this Offer without shareholder approval is 116,879,737 being a total capital raising of $2,220,715. In the event of an oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back all applications on a pro-rata basis or seek shareholder approval for the issue of the additional shares.
SWW Energy Limited Level 8, 225 St Georges Terrace Perth WA 6000
P: +61 8 9486 4036 F: +61 9486 4799
If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.
On the trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 2.1 cents. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer. This means that the subscription price you pay for the Shares may exceed the market price of the Shares at the date of allotment of Shares under this Offer. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.
Indicative Timetable
| Record Date (5:00pm WST) | 8 September 2011 |
|---|---|
| Date of announcement of SPP | 9 September 2011 |
| Lodgement of SPP Prospectus with the ASIC | 9 September 2011 |
| Opening Date of SPP Offer | 14 September 2011 |
| Closing Date of SPP Offer | 6 October 2011 |
| Issue date for Shares under the SPP | 12 October 2011 |
| Dispatch date for holding statements | 13 October 2011 |
| Expected quotation date of Shares under the SPP | 17 October 2011 |
These dates are indicative only. The Company may vary the dates and times of the Offer without notice.
For and on behalf of the Board
Yours faithfully
SWW ENERGY LIMITED
Matthew Foy
Director
SWW Energy Limited Level 8, 225 St Georges Terrace Perth WA 6000
P: +61 8 9486 4036 F: +61 9486 4799